UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
December 1, 2005
(Date of Report/Date of earliest event reported)
SENSIENT TECHNOLOGIES CORPORATION
(Exact name of registrant as specified in its charter)
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| WISCONSIN
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1-7626
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39-0561070 |
| (State or other jurisdiction
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(Commission File Number)
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(IRS Employer |
| of incorporation)
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Identification No.) |
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202-5304
(Address and zip code of principal executive offices)
(414) 271-6755
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On December 1, 2005, Sensient Technologies Corporation (the “Company”), acting through its
board of directors and/or the Compensation Committee thereof, took action to adopt or amend various
agreements.
1. Board of Directors (with Mr. Manning abstaining) approved a new Executive Employment
Contract with Kenneth P. Manning (the “2005 Manning Agreement”). Among other matters, the 2005
Manning Agreement extends the term of Mr. Manning’s employment until April 2011, provides for
various transitional roles and other matters as the end of that term approaches, adjusts
compensation (with an initial base salary of $783,000) and certain benefits, and makes changes and
clarifications in the provisions relating to confidentiality, non-solicitation and non-competition.
The 2005 Manning Agreement replaces Mr. Manning’s prior employment contract dated November 11,
1999, as it had been amended and extended. For further information, reference is made to the 2005
Manning Agreement, which is attached as Exhibit 10.2 hereto.
2. The Company approved amendments to its Supplemental Executive Retirement Plan A and B, and
to the form of Amended and Restated Change in Control and Employment and Severance Agreement with
certain executives of the Company, to amend the definition of “annual bonus” under those plans and
agreements. As amended, “annual bonus” will now include the greater of (i) the executive’s highest
bonus on any one of the last five annual bonus payment dates immediately preceding a company change
in control or (ii) any one annual bonus payment coinciding with or following the date on which the
executive attains age 50 and preceding such change in control.
3. The Company adopted a new form of agreement for restricted stock awards made under the
Sensient Technologies Corporation 2002 Stock Option Plan (the “2002 Plan”). In all cases, the form of award agreement is in accordance with the
provisions of, and alternatives provided in, the 2002 Plan; among other things, the new form
explicitly recognizes the Company’s established practice, which is continuing, of making gross-up
payments to reimburse for tax liability upon the vesting of restricted stock awarded under the 2002
Plan and predecessor plans. Terms of the specific awards will vary regarding: the number of shares
subject to the awards; the vesting periods (or other arrangements), if any; the date of grant; and
the identity of the recipients.
ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
The entry into the 2005 Manning Agreement also constitutes the termination of the prior Executive
Employment Contract dated November 11, 1999 between Mr. Manning and the Company, as it had been
amended an extended. See Item 1.01, numbered paragraph 1.